Above Mars, Ryoko, Hikaru, and Izumi deftly destroy Jovian robots as Akito tries to keep up. On the bridge of the Nadesico, Admiral Fukube recommends that Yurika recall the Aestivalis 0G Battle Frames, but Yurika would rather watch Akito fight. Mr. Prospector guesses that Fukube is worried about the enemy’s gravity blast cannons, but reminds him that those are what the distortion field was made to counteract. Back on the battlefield, Ryoko and the others make it to an enemy battleship, but find it protected by a distortion field. Akito comes charging in, but fails to break through the field. Ryoko yells at him for not paying attention, but Akito has an idea. He rushes at the battleship again, but this time uses his Aestivalis’ knife at an angle to punch through the field, giving him an opening and allow him to destroy the ship, which manages to take several nearby ships down with it. Ruri reports that they now have a clear re-entry path, and the Aestivalises are recalled. As the Nadesico enters Mars’ atmosphere, a silvery shimmer appears on the horizon. Hoary explains that what there seeing are nanomachine collectives, which were used to terraform Mars’ atmosphere to be more Earth-like. Megumi wonders if it’s safe to have something like that enter the ship, but Yurika assures them that the nanomachines are harmless, as everybody used to breath them in all the time on Mars. Yurika takes this opportunity to fire the Gravity Blast Cannon, which wipes out the enemy force gathering to meet them on the surface. Safe for the time being, Admiral Fukube decides that a ground team will be assembled to explore the surface. Jun notes that no active colonies were seen from orbit, so Mr. Prospector decides that they will first head for Nergal’s research facility at Olympus Mons. Ryoko notes that for Mr. Prospector it’s always business first, but he defends himself, saying that the facility is built like a shelter, and thus may still hold some survivors. Akito asks to borrow an Aestivalis, as he wants to visit the Utopia colony. Mr. Prospector argues that that area was completely decimated during the first battle for Mars, and reports indicate that an enemy Chulip is nearby. Akito doesn’t back down, however, causing Admiral Fukube to unexpectedly give him permission. Everyone should have a right to see their homeland again, he says. Ryoko, Hikaru, Mr. Prospector, and Hoary take off in the ship’s expeditionary vehicle, the Hinagiku, as Akito prepares to launch in his Aestivalis. Before he leaves the ship, however, he is joined by Megumi, who says she wants to see where Akito was born. Uribatake angrily wonders why Akito gets all the girls. On the bridge, Yurika is not pleased at her communication’s officer’s absence, and unsuccessfully attempts to escape her duties by leaving a stuffed Gekiganger doll in her place (which Ruri remarks would probably do a better job).
At the crater which formally contained the Utopia colony, Megumi asks Akito if his family was close to Yurika’s. Akito explains that Yurika’s family was stationed there by the military, while his parents were scientists. He remembers an incident where a young Yurika accidentally started up a construction vehicle. Akito tried to climb on and stop it, but was unsuccessful. Afterwards, he was blamed for it, but what really frustrated him was his inability to control the machine–which was why he got his Image Feedback controller later on in life. He decided to become a cook, however, because the food was so bad on Mars. While the nanomachines did a great job with the air, the soil still has a long way to go. Because of this the vegetables grown on Mars don’t taste very good on their own. A good cook, however, can make them delicious. Akito supposes that, since he’s acting like a pilot now, he must be kind of wishy-washy. Megumi denies this, saying that no matter what he’s doing he’s always trying his best. She uses this quiet moment to attempt to admit her love to Akito, but before she gets it out the ground opens up beneath them. They land relatively harmlessly in a subterranean cavern where a strange woman welcomes them to Mars and invites them over for coffee. She leads them into a larger underground structure where all of the Martian survivors gathered after the Jovians laid waste to their cities. Akito excitedly tells them all that they can come back to Earth on the Nadesico, but the mysterious woman tells him that they will not be boarding the ship. As she sees it, there is no way that one ship can make it off Mars in one piece. Megumi argues that the Nadesico is far more powerful than any ship before it, but the woman cuts her off and introduces herself as Inez Fressange: one of the researchers who developed the phase transition engine and the distortion field. At this point, they are all interrupted by the Nadesico landing overhead–it seems that Yurika decided that if she couldn’t leave the Nadesico for Akito, she’d bring the Nadesico with her. Inez boards the ship and informs the crew that the survivors will remain on Mars. Hoary tries to allay her fears by telling her that the Nadesico has won every encounter so far with the Jovians, but Inez is not impressed. She points out that they really don’t know much of anything about the Jovians–how they got the technology to build all of those unmanned weapons, what their goals are, why the occupied Mars. Before Yurika can continue protest, Ruri reports that four large enemy battleships and thirty smaller ships are incoming. Yurika orders a full power blast of the gravity blast cannon, but the enemy ships come away relatively unscathed. To add to the crew’s horror, the nearby Chulip begins to spit out enemy reinforcements. Minato wonders how so many battleships can be stored in such a small place, and Inez informs them that the Chulip does not store ships, but instead acts as a dimensional gate. The enemy force begins to look overwhelming, and the Nadesico is unable to fire the gravity blast cannon again due to the limitations of not being in a vacuum. Yurika orders the distortion field turned on, but Megumi warns her that if they turn it on now, the ground underneath them will cave it–killing the Martian survivors. Yurika orders the ship to take off, but is informed that they will not be able to lift off in time. The Jovian ships gather overhead and prepare to fire. Finally, with no other options, Yurika orders the field raised. And with that, the underground shelter is crushed, leaving Inez the only remaining Martian survivor. Inez flatly remarks that it may have been that their fate was sealed the moment the Chulips rained down on Mars–even without the distortion field, the rain of fire pouring out of the Jovian ships would have sealed the survivor’s fates anyway. Inez then looks back at the bridge crew and says that it seems they weren’t able to become heroes after all. Yurika quietly orders the ship’s retreat and, overcome with the gravity of what she has just done, retreats back to her room. Akito comes to see her, and she asks him what the point of them coming to Mars was and apologizes for not being able to save them. Akito sympathetically puts his hand on her shoulder, and she remarks that this is the first time he’s been nice to her since he came onboard the ship. Flustered, Akito tells her to pull herself together. She tells him that she thinks that she really could keep going if he would give her a kiss, and then reveals that she saw him kiss Megumi. Akito panics and bolts from the room while apologizing, but it seems that Yurika has been pacified at least a little. She leaves her room and finds Megumi waiting for her. Megumi seriously informs her that she doesn’t plan to lose. Completely missing the point, Yurika manages to smile and tells her that she’s not going to lose, either–they’ll beat the Jovian Lizards together!
Nadesico once again proves that it can be just as dark as it can be happy-go-lucky, this time by forcing Yurika into a position where she had to choose between the lives of her crew or being responsible for the deaths of hundreds of Martian survivors. While it is little consolation, Inez does make a good point regarding the fact that even if Yurika had sacrificed the Nadesico, the barrage from the Jovian ships would have caved in the shelter, anyway. While Yurika acts upbeat at the end of the episode, it’s clear that she hasn’t forgotten what she’s done, but is simply trying to put it aside as the Nadesico is in a lot of trouble at the moment. We also get a bit more information about the state of the world in Nadesico–humanity doesn’t actually know anything about the Jovian invaders. In fact, they’ve never even seen a Jovian, as all the battleships and robots that the Jovians send into battle are unmanned.